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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report: August 31, 2026
IDAHO
COPPER CORPORATION
(Exact
name of Registrant as specified in its Charter)
| Nevada |
|
001-43386 |
|
98-0221494 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
800
W. Main Street, Suite 1460, Boise, Idaho 83702
(Address
of Principal Executive Offices)
208-274-9220
(Registrant’s
Telephone Number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions (see general instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbols(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value
$0.001 per share |
|
COPR |
|
NYSE American LLC |
| Common Stock Purchase Warrant |
|
COPR WS |
|
NYSE American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01. Regulation FD Disclosure.
On
31, 2026, Idaho Copper Corporation (the “Company”) issued a press release discussing Company developments during its
second fiscal quarter ended July 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such a filing. This Report will not be deemed an admission as to the materiality
of any information of the information contained in this Item 7.01, including Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
September 1, 2026
| |
IDAHO COPPER CORPORATION |
| |
|
|
| |
By: |
/s/
Robert Scannell |
| |
Name: |
Robert Scannell |
| |
Title: |
Executive Chairman |
Exhibit 99.1
Idaho
Copper Provides Second Quarter 2026 Corporate Update
Uplisted
to the NYSE American and Completed ~$18.0 Million Underwritten Offering; Management Advancing Updated PEA for CuMo Project
BOISE,
Idaho – September 1, 2026 – Idaho Copper Corporation (NYSE American: COPR) (“Idaho Copper” or the “Company”),
a critical minerals developer advancing the flagship CuMo copper-molybdenum-silver project in Idaho, today provided a corporate update
in conjunction with the filing of its Quarterly Report on Form 10-Q for the fiscal second quarter ended July 31, 2026.
Second
Quarter 2026 and Subsequent Highlights
| ● | Uplisted
to the NYSE American: On July 2, 2026, the Company’s common stock and publicly
traded warrants began trading on the NYSE American under the symbols “COPR” and
“COPR WS,” respectively – a milestone expected to increase corporate visibility,
enhance liquidity, and broaden institutional and investor awareness. |
| | | |
| ● | Strengthened
the balance sheet: In conjunction with the uplisting, the Company completed an underwritten
public offering for aggregate gross proceeds of approximately $18.0 million. |
| | | |
| ● | Improved
corporate governance: Appointed five independent members to the Board of Directors and
established an audit committee comprised of independent directors, aligning the Company’s
governance with NYSE American listing standards. |
| | | |
| ● | Enhanced
the leadership team: Appointed Bruce Harmon as Chief Financial Officer and Robert Scannell
as Executive Chairman, positioning the Company for its next phase of development. On the
operations front, the Company also added Ryan Mauser as Director of Technical Studies and
Phil Bandy Ogden as Director, Environmental, Governmental and Community Affairs. |
| | | |
| ● | Advanced
the updated PEA for the CuMo project: Work on the updated Preliminary Economic Assessment,
prepared under the direction of Barr Engineering Co., progressed on schedule during the quarter.
The updated study, which will supersede the project’s 2020 PEA and reflect a smaller
first-phase plant, sensor-based ore sorting ahead of the mill, and a re-sequenced mine plan,
is expected to be released in the near term. |
The
full text of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2026 was filed with the SEC and can be
found here.
Management
Commentary
“The
second quarter was the most transformative period in Idaho Copper’s history,” said Andrew Brodkey, Chief Executive Officer
of Idaho Copper. “In the quarter, we completed our uplisting to the NYSE American, raised approximately $18 million in gross proceeds,
eliminated a meaningful amount of outstanding debt, and built out an independent board and strengthened management team. We now have
the capital, the currency, and the corporate foundation to advance the CuMo project - one of the largest undeveloped copper-molybdenum
deposits in the world (along with silver, tungsten and rhenium) in our view - at a time when securing domestic supplies of copper and
molybdenum and other metals has never been more important to U.S. supply chains.
“Our
immediate focus is the release of the updated PEA for the CuMo project. The updated study is designed to show a fundamentally improved
project, one that starts with a smaller plant and uses sensor-based ore sorting to materially reduce upfront capital and improve operating
costs. Beyond the PEA, our roadmap includes a drill program starting this year and an 18-to-24 month Prefeasibility Study. With approximately
$12.1 million of cash on hand, we are funded to pursue these milestones aggressively, and we look forward to keeping shareholders apprised
of our progress,” concluded Brodkey.
About
Idaho Copper Corporation
Idaho
Copper Corporation (NYSE American: COPR) is a critical minerals developer focused on exploring and developing the CuMo copper-molybdenum-silver-tungsten-rhenium
project located in Boise County, Idaho. The CuMo project is one of the largest undeveloped copper deposits in the U.S. and likely the
largest undeveloped molybdenum deposit in the world, which also contains significant amounts of silver, rhenium, and tungsten —
all considered critical or of strategic importance. The project comprises approximately 2,640 acres and consists of 126 federal unpatented
lode mining claims and 6 patented mining claims. To learn more, please visit www.idaho-copper.com.
Safe
Harbor Statement
With
the exception of historical information contained in this press release, content herein may contain “forward-looking statements”
that are made pursuant to the Safe Harbor Provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements
are generally identified by using words such as “anticipate,” “believe,” “plan,” “expect,”
“intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking
statements. Forward-looking statements in this release include statements regarding the updated PEA, drill program, and planned Prefeasibility
Study and the anticipated timing thereof. These statements are based on management’s current expectations and are subject to uncertainty
and changes in circumstances. Investors are cautioned that forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from the statements made, including risks related to metal price volatility, mining and processing
performance, the performance of ore-sorting technology at commercial scale, permitting, and the availability of financing for and development
of the CuMo project. Important factors that could cause our actual results and financial condition to differ materially from those indicated
in the forward-looking statements are discussed or identified in our filings with the Securities and Exchange Commission (the “SEC”),
including the risk factors contained in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and registration
statements. In addition, this press release contains time-sensitive information that reflects management’s best analysis only as
of the date of this press release. Idaho Copper does not undertake any obligation to publicly update or revise any forward-looking statements
to reflect future events, information or circumstances that arise after the date of this release.
Investor
Relations Contact:
Lucas
A. Zimmerman
Managing
Director
MZ
Group - MZ North America
(262)
357-2918
COPR@mzgroup.us
www.mzgroup.us